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2 MODES OF REMOVAL OF A DIRECTOR The oversight committee did not have the power to call. Thus, the
special stockholders meeting is void. Even if that special meeting
1. By the Stockholders – through a regular or was later on ratified during the annual stockholders meeting. “SC
special meeting. said, if the act is invalid it cannot be ratified.” You have to
distinguish an act which is illegal because it is against the law and
- If it is through a special meeting, there must be a an act which is beyong the authority of the officers. SC said that the
call by the corporate secretary upon order of the act is against the law, it cannot be ratified. The law is very specific,
president or upon demand by majority of in order to remove a director you have to comply with the
stockholders of outstanding capital stock requirements of the corporation code or the bylaws. There was also
an issue that it’s impossible for the president to call for the meeting
- Corporate secretary to issue notice indicating the because he’s the person that’s supposed to be removed. SC said, it
time and place and intention to remove doesn’t matter because you are left recourse with the court. If the
officers mentioned in the bylaws fails to call such meeting you can
go to SEC.